WORKING DRAFT for a South African attorney to finalise. Not legal advice and not a substitute for an attorney. Do not publish until finalised. Cherrystone Business Services intellectual property · © 2026 Cherrystone Business Services (Pty) Ltd.

Ipso Terms of Service

These terms apply to every Ipso account, free or paid. They include the Licence Schedule, the Acceptable Use Policy and, where we process personal information for you, the Data Processing Terms. The Privacy Notice explains how we handle personal information. A Sprint also has its own Statement of Work.

1. Who we are and key words

1.1 "Cherrystone", "we" and "us" mean Cherrystone Business Services (Pty) Ltd, registration number [Company registration number]. Our statutory details are in Schedule A.

1.2 "You" means the organisation that holds an Ipso workspace, and each person who uses Ipso for it. If you accept these terms for an organisation, you confirm that you may bind it.

1.3 Ipso is a business service, not a consumer service.

1.4 Key words:

• Platform: the hosted Ipso web application.
• Workspace: one company's space on the Platform. One workspace is one tenant.
• Package: the self-contained file that draws your model and derives every figure from your parameters. It runs hosted in your workspace or offline.
• Client Data: what you or your users put into Ipso, and what we extract from material you supply. This includes documents, parameters, structure, actuals, and the findings issued for you (verbs with written reasons).
• Order: a plan chosen on the Platform, an invoice you accept or pay, or a signed Statement of Work.

2. Accounts and sign-in

2.1 You sign in with a link we email to you. Each link works once and expires after 20 minutes. There are no passwords. A session lasts up to 30 days on one browser.

2.2 Whoever controls an inbox controls its Ipso account. Keep your email secure. Tell us at once if you suspect someone else has signed in as you.

2.3 Workspace owners invite users and assign roles: owner, editor, viewer or collector. Invitations expire after 14 days. The owner is responsible for who has access.

2.4 A Studio workspace allows three users. Paid plans allow unlimited users.

3. Fees and payment

3.1 Plans and prices are on the pricing page (the Ipso price book). Prices are in rand and exclude VAT.

3.2 Cherrystone [is / is not yet] registered for VAT [VAT number]. Once it is registered, VAT at the standard rate (currently 15%) is added to every invoice.

3.3 Monthly plans are charged in advance each month by card through Paystack. They are Ipso Live, Live + Re-snap and Portfolio. We never receive or store full card numbers.

3.4 Annual plans, Studio sessions, Sprints, re-snaps and certification are paid by EFT against an invoice. An invoice is due 14 days after its date unless it says otherwise.

3.5 If an amount is unpaid 14 days after its due date, we may give 7 days' written notice and then suspend paid features until it is paid. [Attorney: interest on overdue amounts.]

3.6 We give 60 days' notice of any price change. A change applies from your next renewal, never to a period already paid for.

4. Renewal and cancellation

4.1 Monthly plans renew monthly until cancelled. Annual plans renew yearly unless either party gives notice at least 30 days before the year ends. We send renewal invoices at least 30 days ahead.

4.2 You may cancel in billing settings or by email. Cancellation takes effect at the end of the paid period. We do not refund part-periods unless the law requires it or clause 13.3 applies.

4.3 The Studio is free and has no term.

5. Suspension

5.1 We may suspend some or all access if:

• a payment is overdue under clause 3.5;
• your use breaks the Acceptable Use Policy or the Licence Schedule;
• your use endangers the Platform, other clients or their data; or
• the law requires it.

5.2 We warn you first unless the risk is urgent, and we restore access once the cause is resolved. Suspension never deletes Client Data.

6. Your data

6.1 You own Client Data.

6.2 You give us a non-exclusive right to host, copy, process and transmit Client Data. We use that right only to provide what you order, to keep it secure and to meet our legal duties.

6.3 You need a lawful basis under POPIA for any personal information in Client Data, and you are responsible for its accuracy. Do not supply special personal information or children's personal information unless we agree in writing that it is needed.

6.4 Where we process personal information for you, we are your operator under the Data Processing Terms.

6.5 Pattern reports. After an engagement we may write a sanitised pattern report on what the engagement taught us about the method, such as intake friction or a new kind of view. It contains:

• no names of your organisation, people or systems;
• no figures or parameter values;
• no documents or extracts; and
• nothing from which you or anyone can reasonably be identified.

It is the only thing that leaves your workspace for our library. We tell you in writing each time we file one. Pattern reports are Cherrystone IP.

6.6 Share links carry parameters, never figures. Anyone who holds a link can read its parameters, so treat a link as you would the numbers in it.

7. Feedback

We may use your ideas and feedback freely, with no obligation to you. We will never name you or disclose Client Data in doing so.

8. Cherrystone IP

8.1 Cherrystone IP means the following, and every improvement to any of them, including views, archetypes and templates designed during your engagement:

• the engine and runtime (Layer 1);
• the industry packs (Layer 2);
• the intake grammar and blank workbooks;
• the method, including the nine verbs, evidence grades, pack standard, explanation ladder and universal instruments;
• the generator, harnesses and self-checks;
• the Platform software and documentation;
• the Ipso and Cherrystone names and marks; and
• pattern reports.

8.2 We license Cherrystone IP to you under the Licence Schedule. We never sell or assign it. We reserve all rights we do not expressly grant.

8.3 The layers stay separate. Your parameters (Layer 3) are Client Data. A view first built for your engagement may join our library, but only drawn on synthetic data, never on yours.

8.4 Do not remove or obscure the Ipso or Cherrystone marks, build stamp or licence line in any package.

9. Confidentiality

9.1 Each party keeps the other's confidential information confidential and uses it only under these terms. Client Data is yours. Non-public Cherrystone IP is ours, including package code, packs, the generator and method materials.

9.2 This duty does not cover information that is public through no fault of the recipient, already lawfully known to the recipient, or independently developed. It also does not cover disclosure the law requires, provided the owner is notified first where that is lawful.

9.3 The duty lasts while you use Ipso and for five years after. For trade secrets and personal information it has no end date.

10. Warranties, and the honest limit of a model

10.1 We provide Ipso and our services with reasonable skill and care.

10.2 Arithmetic warranty. Each package we deliver derives its figures from your parameters every time it opens, and stores no figure. It prints its own balance checks, plus a self-check report on its Method page. If a balance check in a delivered package does not close, we correct and re-issue the package free of charge. That is your only remedy for that defect.

10.3 The honest limit. The package is a model of the parameters you give it. It is not advice, whether financial, investment, legal, tax or accounting. Its verbs and their written reasons are decisions for you to take. Every parameter shows its evidence grade. Placeholder and assumed values are labelled, and Studio verbs are provisional.

10.4 We do not promise uninterrupted or error-free service, or fitness for a purpose, beyond what a Statement of Work states. No service level applies unless agreed in writing. All other warranties are excluded as far as the law allows.

11. Liability

11.1 Our total liability under these terms and all Orders is capped at the fees you paid or owe for the 12 months before the event giving rise to the claim. [Attorney: add "or R[amount] if greater" as a floor for free and low-fee accounts?]

11.2 Neither party is liable for indirect or consequential loss, or for loss of profit, revenue, business or goodwill.

11.3 Nothing here limits liability for fraud, wilful misconduct, [gross negligence,] or anything else the law does not allow to be limited. The cap does not apply to fees you owe, or to your liability for breaching clause 8 or the Licence Schedule.

12. Indemnities

12.1 You indemnify us against third-party claims arising from:

• Client Data, including any lack of a lawful basis to supply it; or
• your breach of the Acceptable Use Policy or the Licence Schedule.

12.2 We indemnify you against third-party claims that the Platform or a package, used as these terms allow, infringes South African intellectual-property rights. We may respond in one of three ways:

• modify the part;
• secure your right to keep using it; or
• end the service and refund prepaid fees for the unused period.

This indemnity excludes Client Data, combinations we did not supply, and modified packages. [Attorney: cap and insurance cover.]

12.3 The indemnified party must notify promptly, let the other party control the defence, and co-operate reasonably.

13. Termination and your data

13.1 Either party may terminate by written notice if the other:

• commits a material breach and does not remedy it within 30 days of notice; or
• enters liquidation, business rescue or a similar process.

13.2 We may close a Studio workspace on 30 days' notice, or after 12 months of inactivity.

13.3 If we end a paid plan without cause, or for a reason that is not your fault, we refund prepaid fees for the unused period.

13.4 Export. When a paid plan ends, we hold the workspace for [90] days. During that time the owner may export:

• the parameters and structure, as JSON and as the intake workbook; and
• the actuals, as JSON.

After that, we delete Client Data under the Privacy Notice's retention rules.

13.5 Offline packages. Your licence to use offline package files ends with your plan. Stop using them and delete them. You may keep images and printouts of views made while you were licensed.

13.6 Clauses 6.1, 6.5, 8, 9, 11, 12, 13 and 14 survive termination.

14. General

14.1 South African law governs these terms. The High Court of South Africa, Gauteng Local Division, Johannesburg has jurisdiction. [Attorney: Magistrates' Court consent or arbitration?]

14.2 Where documents conflict:

• a signed Statement of Work prevails on its scope and fees;
• the Data Processing Terms prevail on personal information;
• the Licence Schedule prevails on licensing; and
• these terms govern everything else.

14.3 We may change these terms on 30 days' email notice. Changes that reduce your rights apply from your next renewal.

14.4 You may not transfer these terms without our written consent. We may transfer them to a successor to our business, with notice to you.

14.5 Neither party is liable for delay caused by events beyond its reasonable control, such as power outages, load-shedding or provider failures. This never excuses a payment.

14.6 Operational notices go by email to the workspace owner. Legal notices go to the domicilium addresses in Schedule A or in the Order.

14.7 Accepting online, or signing an Order electronically, binds you as a handwritten signature would.

14.8 These terms, the documents they include and your Orders are the whole agreement. Waivers count only in writing. If a clause is unenforceable, only that clause is severed.

Schedule A — ECTA section 43 information

Attorney: ECTA ss42–44 protect natural persons only, and the CPA may reach small juristic persons. Decide the route before publishing (README, attorney checklist B3).

Sources checked (all on 4 October 2026).

• ECTA, s1 ("consumer" means a natural person), and ss42–44, at saflii.org/za/legis/consol_act/ecata2002427/.
• CPA: the R2 million threshold for juristic persons, at policyvault.africa (Minister's determination).
• CPA: s14 does not apply between juristic persons, at De Rebus, December 2014 (saflii.org/za/journals/DEREBUS/2014/239.html).
• Product facts: src/lib/pricing.ts, auth.ts, env.ts, access.ts and engine/runtime/selfcheck.js.